That's What She Said
by Starbucks3894
Summary: All that's happened through Sam's eyes, in flashback form, up to the time after iOMG. What I think would've been cute. If it had happened. I still like iLMM though. :  Review!


**Second Seddie story! :) I might make a multi-chapter one of these days. I'm better with one-shots thought. They mean I won't get bored. XD **

**So here you go, and I hope you enjoy! Peace!**

He hadn't meant to be a creeper. He had just heard someone upstairs and had walked up really cautiously. He hadn't expected to see blonde curls dancing up and down as Sam bobbed along on Dance Dance Revolution, singing her heart out to some song Freddie had no idea of. He had been quite taken aback at the clarity and purity of her voice. It rang out so clearly, Freddie couldn't believe it was coming from her. And then the floorboard had creaked. And she had turned around and saw him, and got a half shocked, half murderous, all mortified look in her eye. Freddie had taken off at a speed he didn't know he could accomplish, and didn't stop running all the way back to his room.

Because Freddie Benson had just walked in on Sam Puckett, dancing wonderfully and singing with a voice human ear had never had the honor of hearing.

Here was how it happened, in case you're curious...

He got home from school and dumped all his homework on his desk. He didn't even start on it, because he was very preoccupied. Preoccupied with the lock in the night before, and what had happened in the court yard. He was still very conflicted.

He knew he must have had some sort of feeling for the girl, or else he would've broken it off and consequently broken her face, because being kissed by THAT girl? Wasn't something that happened every day. Or every year, or even by anyone except for him. It was the second time, but at least the first time was planned. This was completely unexpected. And completely insane.

He paced around his room, so distracted he forgot to tell his mom he was pretty sure he would win the science fair, and gain her approval. He sat down, then stood up, then sat down again. Finally he settled for just walking around in a circle. He wondered what Sam was doing at that very moment...

He imagined her pacing around her room, conflicted as well, not quite sure why she had kissed him, and for so long too. He imagined her, going over to Carly's cause he knew that's where he would find her, if he chose to go looking. He was a little too confused to be doing that right that minute, though.

His mother knocked at his door with a post-lock in snack for him. It was something green and leafy with a tasteless white dipping sauce, and he thought it might be parsley and fat free sour cream roll-ups, which were pretty much like taking ice and dipping it in water. He choked it down, because she was watching him, but when she left, he threw up a little bit in a baseball cap she had given him. He didn't feel sorry though. The hat was hideous.

And so, Freddie stayed cooped up in his room when he should've been at Carly's, talking it out with the girl who had kissed him so passionately not ten hours before. But he was really tired, and it was 8 in the morning, and since they had no school that day, he figured now would be as good a time as any to catch up on sleep.

He lay down fully dressed and closed his eyes.

Just at that moment, someone opened theirs. And stood up and stretched, and opened her mom's car door and walked out, down the street towards Bushwell Plaza. It was a pretty day, and Sam didn't wanna ruin it by going inside her own house.

She made it to Carly's apartment without incident. She didn't knock, but went right in. She knew Freddie wouldn't be there, so what did she have to worry about?

"Carly, I'm home! What's for breakfast?" She swung her backpack onto the couch and headed into the kitchen.

Spencer was sitting at the table, poring over some very boring, very official looking papers. He looked so uncharacteristically engaged with them, that Sam ran up behind him and scared the fudge out of him, just for fun. He fell down. On the floor.

Spencer rose to his feet in a dignified way. "Hello, Samantha. Carly is currently in her bedroom, sleeping. Like perhaps you might do? I know you must be much wearied from your school activity."

Sam raised her eyebrows. "Why are you talkin' like that?"

Spencer pretended to straighten a tie he wasn't wearing. "Talking like what?"

Sam decided this was no time for games, and proceeded to get the answer out of him in the most convenient way. She tickled the mess out of him.

When his impish giggle had died down, he had enough breath to gasp out, "OK, OK! I'm going over tax stuff, and its REALLY hard to concentrate when you're not completely serious! So stop and let... me finish!" He threw Sam off of him, and retreated into a corner, holding a wooden spoon in front of him like a scimitar.

Sam laughed evilly and left Spencer to his boring tax stuff. She was glad she wasn't an adult yet. Not that she couldn't get Carly to do that stuff for her when she was. She could probably even get Freddie to.

Freddie. Argh, why did she think about him?

She stomped up the stairs. But she couldn't bring herself to wake up Carly or even to climb in with her and sleep and steal all her covers. She turned away from the comforting surroundings of Carly's room, and went to the studio. Not like that made her feel much better. It seemed like nothing could right now.

"Stupid Freddie. Stupid wanting to kiss Freddie. Stupid everything," she muttered, picking things up and putting things down. She didn't really have any interest in anything right now. But she knew the second she stopped to think about anything, she would think about him, and the stupid STUPID mistake she had made the night before.

It sure hadn't felt like a mistake when she was doing it. It had felt really, really good. Like much better than she had thought it would feel. A trillion times better. But she wasn't going to think about it, no sir, she was not. She would not give in to the memory of the dim courtyard, and how it felt the moment her lips and his connected, or how many sparks there were, or much she wished it could've lasted longer...

She sighed, and sank down in the car seat. She hadn't turned on the lights, so everything was cast in the blue light of early morning. Long shadows stretched up the walls, and her silhouette looked oddly distorted on the wall behind her. She felt like showering, but she was too lazy and hungry to get up. Usually she had Carly or Spencer to distract her when she felt like being in love with Freddie just got to be too much. When she couldn't tell anybody about it, and the entire thing was just eating away at her. But Carly was in snoozeville, and Spencer was too busy being a grownup to be of much use. If only there were someone else she could turn to, someone else she could talk to in time of need...

She pulled out her phone and made a call.

Ring... ring... ring... "Hello?"

"Hey, Gib." Sam bit her fingernail, then spat it out. "You up for a smoothie?"

She heard Gibby yawn.

"Great, meet you at the Groovy Smoothie in ten minutes. Later."

She heard him hang up. He'd be there.

She pounded down the stairs, and out the door. Spencer had on a pair of specs now that made him look like a nerd.

Nerd... Freddie. UGH. She started to run, not even bothering with the elevator.

The streets were crowded with people trying to get to work. She hustled through the crowd, sometimes having to bark a harsh word at people who didn't like her unnecessary roughness. They could deal with it.

The Groovy Smoothie was more deserted than Sam had ever seen it, and even T-Bo looked a little sleepy. She ordered a large of a flavor she didn't say clearly enough, obviously, because she didn't get the flavor she had asked for. She thought about waking T-Bo up a little with some rapid fire verbal assault, but decided against it. She went to the very back table, and sat down.

There were no customers to shield her so she might as well have been sitting in the middle of the room when people walked in, stared at her for a moment, ordered their smoothies, and walked out. Places to go, people to see. No time to just sit down and enjoy a smoothie. People were too busy nowadays.

The clock reminded her that Gibby should have already been there. But he wasn't. She tapped her foot, but didn't want longer than five more minutes to berate him over the phone. He didn't pick up. She groaned.

"For real?" she breathed. "Who on earth isn't asleep at this blasted hour?" she exclaimed, slamming her fist down on the table.

T-Bo started, bumped his head on the overhang, shouted, "OUCH!" very loudly, then rubbed the injured spot and looked at Sam groggily.

"Well, I guess _you're_ not asleep anymore," Sam said cheerfully. She sat down on a bar stool.

"What's happenin' Teebs?"

He looked at her as if he had never seen the likes of such diabolical motives.

"Are you deaf?"

"I am now!" he said irritably.

Sam huffed, and gulped down the rest of her smoothie. "Well, too bad for you."

The entire joint was silent for too long. It made her start thinking. Thinking about things she hadn't wanted to think about.

She scratched her head. It had all happened so fast. One second he was giving her the talking to, gently and sensitively she had recalled, and the next second he had looked at her with his big brown eyes, and she had no strength left, and the overwhelming urge to just _kiss_ him overpowered her. It was something she had been keeping inside for a long time. Ever since the night on the fire escape when everything changed. Everything. The way she saw him was different; he wasn't just nerdy Freddie she could hate on constantly without a fight. He was her first kiss. All of a sudden, he was smart, and strong and gorgeous and every time he talked Sam found herself staring at his lips, because she hadn't been able to believe she had been THAT close to him once. Everything was just so confusing and difficult and not worth her time, but if he would just look her way and smile, or help her with homework it was different, because she couldn't help hoping it was because he saw her differently now, too.

Of course she hid all this very well. No-one ever knew, no-one even suspected. Not Spencer, not Gibby, not anyone at school. Not Freddie, not even Carly. Sam never told anyone, and Freddie seemed OK with forgetting it, so she told herself it was no big deal, and went on pretending nothing had changed. It hurt a lot, but she figured if it meant that little to him, even if she had told him they would go right back to hating each other, even if SHE was the one who thought it would mean nothing, and HE was the one who had thought of doing it in the first place, then it shouldn't mean anything to her either.

Except it did, and for months after, he was the only one on her mind. A crush here, a cute guy to talk to Carly about there, none of them meant anything side by side with that boy. Who wasn't anything special if you think about it, but meant the world to her for whatever reason.

Things had gotten worse that day. That day Carly had started to cross the street to go ask someone if she could maybe brush their teeth for them, for only one dollar, when an annoying Spanish car horn jerked Sam towards her. That taco truck, stupid taco truck she had bought the taco from moments before, it was going way too fast, veered and crashed, and would have killed Carly, she was sure of it. If a certain guardian angel hadn't taken the blow, she was sure she'd be without a best friend, and not entirely sure she would ever have been able to forgive herself for letting it happen. All she knew was, the moment that Freddie pushed her, and the moment she realized Carly was OK, but Freddie was definitely not, fear. That cold pit in her stomach that told her if things didn't work out, if she was left without a_nother_ friend, if she had to go out and buy a dorky black dress and wear it in the rain and scatter white roses all over the place, that she would die with him. So she ran as fast as she could. Back to the apartment, back to tell someone, anyone what had happened. She had just forgotten to throw her taco out before she crashed through the door, and it made her look like a real jerk for remembering food, when she should have been in that ambulance, holding his hand. So she made up some dumb reason for Spencer, and followed him back out the door and to the hospital they went.

She threw herself into Ultimate Assassin vigorously, because although she went to see Freddie every day in his apartment, she had to have something to prevent her from spending all day there with him. And so, while she was calmly waiting in a potted plant for Spencer to come home so she could wham him in the face, Carly rocketed out of the Benson residence, and stood, back to the door, pale as death.

Sam leaped out. The rest was a blur. All she could remember was shock, and a lot of it. She just sort of stood there, the declaration of, "I KISSED FREDDIE!" still ringing in her ears. It was the unthinkable. Carly had finally given in.

Sam hadn't been able to sleep. She had been able to put off a kind of scornful vibe towards Freddie from then on, and for some reason it wasn't all that hard to do. She was sweet to Carly, who had ruined her chances, and mean to Freddie who might still have had some reason to redeem himself. She didn't understand herself, and cried more in the week that followed her two best friends becoming official than she had in her entire life.

When it was over so quickly, and per her advice, she was a little surprised. She had known that Carly had never really loved Freddie, but the fact that it was him who let her go, that was what surprised her. If she had known her advice meant that much to him, she would have told him that blondes are better than brunettes and could make him happier a long time ago. He probably would've just gone out and scored a hot blonde chick, and forgotten about her, anyway. Again.

And they didn't get back together after. Even though Carly was so sure of her love, that she could wait forever for him. Carly had a couple of boyfriends, and Freddie didn't seem bothered. In fact, from then on, his crush entirely disappeared. No sign of his undying love manifested itself from that moment on. Sam didn't exactly know what had happened. All she knew was that she was glad it did.

Other episodes where she had almost revealed herself, and where she had cause to hope he almost had, happened over time. They grew up, and junior year ran up on them very quickly. If Sam wanted to graduate, she had to step up her game. So she did. She was momentarily distracted. Petty things took up some of her attention but not much. She was determined to walk up onto that stage with her friends and graduate, and defy what everyone thought she was capable of. It would be awesome when it happened.

They fired Court and hired Brad, and for a minute, there was the breath of change in the air. It was very refreshing. Until, you know, Carly tried to set her and Brad up, and ruin everything. And make it completely awkward. Which she did.

Sam knew she didn't like Brad, and that dumb MoodFace thing had just caught her off guard, that was all. She had been looking at Freddie when it happened, and she prayed he didn't put two and two together. He didn't of course. He would never consider the fact that Sam could possibly be in love with him. Ever. It kind of broke her callused heart.

She went to the courtyard to hash things out. Carly was confusing her. She took a swig out of her bottle, and in doing so missed the slight clang of the door shutting behind him. She raised her eyes and it was a little like a dream. He had appeared out of nowhere, and it took her two seconds to realize this was real life.

The conversation sure felt like a dream. You never think it will happen until it does, and when it does, it's never like you imagine it.

Until she had him in her arms she didn't believe anything would happen.

But it did.

And she apologized, but it made no difference. She had kissed him. Not for a dare or to get it over with. Just because. Because she liked him. Loved him, in fact.

He had made up an excuse and had practically run out, leaving Sam to sink back down on the steps, back turned, and cry until her entire body ached. She knew she looked like crap, and with her energy completely drained, she told Brad she didn't feel well, and went to the infirmary. It was dark, and there was no nurse, but she didn't care. She lay down and slept.

Maybe that was why she was so perky in the morning. Or not perky... just awake. She couldn't have been perky with this headache.

T-Bo mumbled something and went to the back. Sam sighed. She supposed that T-Bo wasn't gonna be much distraction.

She left the Groovy Smoothie in much worse spirits than she had come.

Spencer was still engrossed in papers, and Carly was still asleep when she got back, so she went back up to the studio. And sat. And watched the minutes go by on the clock. She tried texting people but everyone was either busy finishing their projects or, yup you guessed it, sleeping. She sat back to the wall and did absolutely nothing for about two hours.

Those two hours were filled with the absolute worst nagging feeling ever. Freddie was right across the hall, feet below, and all she had to do was go down there and talk to him, and get closure. Wasn't that what she wanted? No not really. She wanted him to like her back. That's what she wanted. And she couldn't think about how she would feel if he didn't.

She started to bang her head on the wall until it hurt. Then she jumped to her feet. A weird feeling like little bugs crawling inside her legs made her want to run around. So she put on a video game quickly and strapped the controller to her ankle. She started to move around like a diseased elephant, and knew she must look like an idiot, but the adrenaline felt good coursing through her body, and the little bug feeling was going away.

The next song was one she knew, and couldn't often resist singing to. So she started to sing. And loudly. She knew Carly wouldn't care. Spencer might come up, but that didn't worry her. He had heard her sing before.

Now if Gibby came up she might be embarrassed. And she thought that's who it must have been when she heard the floorboard creak, and she whirled around. She thought she saw someone... not Gibby... not Carly, and definitely not Spencer... she knew who she thought she saw. And when that person left in a hurry... well, she couldn't make a conclusion. She just continued to dance and sing as if nothing had happened. She only could recall afterwards that she had had leftover tears on her cheeks, and she hoped whoever that had been hadn't see them.

Freddie panted once he had reached the bottom of the stairs. Spencer gave him a vague look.

"Hey Freddie, when'd you get here?"

"Sorry," Freddie gasped. "Can't talk... gotta... run..." And he stumbled to the door and out.

Spencer was very confused. But not confused enough to want to get some answers. He laid his head down on the table and took a looong nap. Or it felt like that.

Eventually Sam's curiosity overwhelmed her. She went down the stairs lightly, expecting to see someone lurking at the bottom waiting for her. There was no-one, but she heard a door slam somewhere in the distance. She scrunched her nose.

"SPENCER!" She jogged over to him, but couldn't wake him. And she knew it hadn't been Carly. She called Gibby. No answer.

She gulped. Had Benson just seen her shaking her butt, belting out a stupid song that nobody liked, and getting all the lyrics right?

She marched across the hall, and rapped sharply with her knuckles on 8D. The door opened a crack.

Before Freddie could see who it was, Sam had grabbed him by the shirt out into the hall, and slammed him against the Shay's apartment door. He spluttered for breath.

"Sam, I swear... I didn't know you were-"

"Was that YOU that was up there just now?"

Freddie gulped.

Sam let go of him and felt the blood travel up to her ears. Freddie looked like a trapped rabbit.

"You saw?"

Freddie hesitated then nodded. "And heard."

Sam rubbed her forehead. "Well, that's fantastic. Thank you, yet again, for nothing." She pushed Freddie out of the way roughly, and went back into the apartment, slamming the door behind her.

She sat down on the couch, and frowned.

A timid knock at the door, about five seconds later.

"GO away," Sam said.

"Please, open the door. I just wanna... I just wanna talk."

"Well, I don't."

"Sam, I think I deserve some answers."

"I. Don't."

Sigh.

Sam kept her gaze fixated on the blank TV screen.

Footsteps slowly died away, into his apartment he went.

Sam couldn't help but feel disappointed. She thought he might beg a little more.

Suddenly, in quick succession, she heard five footsteps, and the lock jangled as Freddie slipped his key in, the key she had forgotten he had, and opened the chain lock with a pair of tongs. He stepped into the apartment. He looked dumb holding the tongs. Sam was going to make fun of him, but she didn't have the energy. She got to her feet and walked up the stairs. Freddie followed, at a reasonable distance. When she got to the top he was only about halfway.

She dashed towards the studio door. She heard Freddie start to go much faster. She made sure to grab the studio key on the top of the door frame, rain inside, and shut and locked the door behind her. She didn't turn on the lights. She sat with her back against the car prop, and kept her eyes on the door.

She saw him halt at the door. He rattled the doorknob. He ran his hand over top of the door. Sam grinned. Now he wouldn't get in.

He stood there for a moment. Then he sat down. In front of the door.

Sam waited. Ten minutes. Twenty minutes. An hour. They both just sat there staring at each other.

He wasn't going to leave. Sam's heart swelled. She walked over and unlocked the door. He got up and opened it. Slowly he stepped inside.

They didn't talk at first. They didn't know what to say.

Freddie cleared his throat. Sam raised her eyes to his face.

"I'm sorry. That I saw you. I know you didn't want me to."

Sam had completely forgotten about that.

"Oh. It's OK I guess. I don't care."

Freddie looked like he wanted to say something else. She put her hand up.

"But if you ever mention that you saw me, or reference this day whatsoever, I will kill you."

He smiled.

Sam smiled back. It felt weird.

"You sing really well, Sam."

Sam shrugged. But she could feel the blood rising to her cheeks.

"Why didn't I ever know?"

Sam just shrugged again. "I dunno. I guess you didn't really care up til now. Didn't care, so I didn't care either."

Freddie frowned. "What do you mean?"

"I don't know. Forget it."

"No, tell me. I wanna know."

Sam sighed loudly. "Just sayin' I don't think you really cared about whether or not I could sing before."

"Well, that's cause I never would have guessed."

Sam pressed her lips together. "Yeah."

He shuffled a little from foot to foot.

"_Yeah, who the heck could've known?"_ he thought to himself. _"She's Sam. I would've never known she could sing like a freakin' angel."_

Freddie peered up at her. She wasn't looking at him. She was looking out the window. Something about the way she was frowning slightly, or how melancholy her eyes looked, made Freddie curious.

"Sam?"

"What?"

"... Why... why did you kiss me?"

Sam immediately turned away. "Don't know," she mumbled. "Just did."

"You don't just kiss your mortal enemy, Sam."

"How many times do I have to say it, dumb butt? You're not my mortal enemy, and I don't hate you."

Freddie scratched his nose. "Yeah, I know that _now_. But the reason you did it can't be 'just because'."

Sam was feeling very embarrassed. She decided that, she was either going to ruin this friendship, or turn it into something much, much more. And she was willing to take a chance on it. Her hands were shaking.

"I kissed you because... because I think that deep, DEEP, down inside me... or maybe not so deep down, that I really like you. I think I have since... since the fire-escape, you know?"

It took some time for him to reply, "Uh-huh."

Sam took a deep breath. "Or maybe before. Maybe when we were kids I hated you but I liked you, and it's taken me this long to get those two feelings untangled."

Freddie nodded. He wasn't looking in her face.

Well, she had done it. Spilled her guts, and now her life was ruined. Oh well. It was OK while it lasted.

"So, I told you why. And now, I'm gonna go home. See you for rehearsal."

She walked towards the door.

"But..." Freddie started.

Sam stopped. "Anything else?"

"But, I haven't told you how I feel."

Sam sighed. Typical. Always gotta beat the horse. " I already know how you feel, Benson. Save your breath."

"You know, I don't really think you do know. Because if you did, you wouldn't be walking away. Unless you're one of the rareities who don't care whether or not the person they like likes them back." She could just picture him with that stupid half smirk on his face, sticking his hands in his pockets.

OK, now she was a teensy bit interested. Maybe her life wasn't over. "Well? If you're gonna tell me, get it over with."

"Could you turn around? Not that your hair isn't pretty and all, but I think your eyes are prettier."

This was a dream. No way was he saying this in real life. She turned around anyway, because she was hoping it wasn't.

Freddie inhaled deeply. "I feel like we've known each other forever. You hated me, er, I thought you did, and we were on this weird frenemy level for a long time, and that was especially weird for me, cause everything else in my life is cut and dry, but you're not. You confuse me, and you infuriate me, and I should hit you back sometimes, but I don't. And I don't think_ I_ knew why that was, or how_ I_ really felt until just now. Because hearing you... say THAT... well, it changes things."

Sam closed her eyes. "I know. Sorry for ruining everything."

"I wouldn't say ruined."

"I would."

"Fine, you can. But I say that this is just the start of something else. Something new for us."

"Only if you-" Sam stopped abruptly. She was blushing again.

"Only if I like you back," he finished. He shrugged. "I think it could work. Only as long as you don't try to kill me."

"Why would I?" Sam mumbled.

Freddie smiled. They didn't say anything else.

Sam wasn't sure what to say, so she said what she knew he wanted her to say.

"Well? I kissed you. I think you should return the favor."

He let out a deep breath, mumbled, "Thank God," as he leaned in, and kissed her very long, and very sweetly on her lips. She couldn't help but smile a little. This day was so weird.

She had no idea how long it lasted, or even when it was over, cause that warm fuzzy feeling didn't go away for a long time.

**Hope you liked it! Tell me what you think! :)**

**xoxo**

**~Starbucks**


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